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Home My WebLink About919245 ~v C00855 WHEN RECORDED, PLEASE RETURN TO: Zimmerman Resources Company P.O. Box 570174 Houston, Texas 77257-0174 Attn: Robert Zimmerman STATE OF WYOMING ) ) SS. COUNTY OF LINCOLN ) ASSIGNMENT OF OVERRIDING ROYALTY INTEREST RECEIVED 6/12/2006 at 1 :53 PM RECEIVING # 919245 BOOK: 622 PAGE: 855 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY THIS ASSIGNMENT OF OVERRIDING ROYALTY INTEREST (this "Assignment"), dated April 1, 2006, is from GARY-WILLIAMS PRODUCTION COMPANY, a Delaware corporation ("Assignor"), 370 Seventeenth Street, Suite 5300, Denver, Colorado 80202, to ROBERT ZIMMERMAN, JR. doing business as ZIMMERMAN RESOURCES COMPANY ("Zimmerman"), P.O. Box 570174, Houston, Texas 77257-0174, and SARLAN RESOURCES INC. ("S'arlan"), 6052 South Lima Way, Englewood, Colorado 80111. Zimmerman and Sarlan shall be referred to herein, collectively, as "Assignee." Assignor and Assignee shall be referred to herein" collectively, as the "Parties." Recitals A. Assignor owned the entire oil and gas leasehold estate created by that certain oil and gas lease (the "Prior Lease"), dated September 16, 1997, and recorded in Book 403, Page 863 of the Deed Records of Lincoln County, Wyoming, by and between Thompson Land & Livestock, as Lessor, and Zimmerman Resources Company, as Lessee, covering the land (the "Land") described in Exhibit A hereto. The Prior Leases was subject to and burdened by an overriding royalty interest (the "Prior Override") burdening the Prior Lease, and all extensions and renewals thereof. Assignee owned the Prior Override. The Prior Lease expired in accordance with its terms. , B. Assignor acquired the entire oil and gas leasehold estates created by the oil and gas lease (the "Renewal Lease") described in Exhibit A hereto, insofar as the Renewal Lease covers the Land. C. Assignor and Assignee desire Assignor to assign to Assignee an overriding royalty interest (the "Renewal Override") burdening the Renewal Lease in accordance with the terms and conditions hereof. PART I Assignment IN CONSIDERATION OF TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ··::~j~i~~m¡mi1[I 091.9245 C00856 1.1 Assignment. Assignor hereby sells, assigns, transfers and conveys to Assignee an overriding royalty interest (the "Renewal Override") equal to three percent (3.00% of 8/8ths) of all oil, gaS and other hydrocarbons produced, saved and marketed from the Land described in Exhibit A hereto covered by the Renewal Lease described in Exhibit A hereto; provided, however, that the Renewal Override shall be reduced, on a lease-by-lease basis~ to the extent that the Renewal Override burdening the Renewal Lease exceeds the difference between a 15.50% and the sum of all landowners' royalties and overriding royalties burdening the Renewal Lease which are recorded in the real property records on or before the date of this Assignment (excluding any such overriding royalties owned by Assignor or any of Assignor's affiliates), but in no event shall the Renewal Override be less tha.µ one percent (1.00% of 8/8ths). The Renewal Override shall be owned by Zimmerman and Sarlan one-half each. 1.2 Warranty. Assignor warrants title to the Renewal Override against all liens, encumbrances and defects "of title arising by, through or under Assignor, but not otherwise. EXCEPT FOR THE FOREGOING, THIS ASSIGNMENT IS "AS IS, WHERE IS, WITH ALL FAULTS AND WITHOUT RECOURSE." THE PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. '1.3 Payment. The Renewal Override shall be free and clear of all costs of drilling, development and operations. The Renewal Override shall not be paid or accrued on oil, gas or other hydrocarbons unavoidably lost, or used at the property for operations, development or production purposes including, without limitation, repressuring or recycling operations or pressure maintenance, until such time that said hydrocarbons are produced and marketed. In addition, the Renewal Override shall bear its proportionate share of costs for transportation, taxes, gas gathering and -processing to the same extent that such costs are deductible from the lessor's royalty interest under the Renewal Lease under applicable laws and regulations. 1.4 Proportionate Reduction. The Renewal Override shall be proportionately reduced on a lease-by-lease basis to the extent the Renewal Lease covers less than the entire undivided oil and gas mineral fee estate in and under the Land covered by the Renewal Lease, and to the extent that the interest in the Renewal Lease owned by Assignor as of the date of this Assignment is less than the entire oil and gas leasehold estate created by the Renewal Lease. 1.5 Extensions and Renewals. The Renewal Override shall burden all extensions and renewals of th~ Renewal Lease acquired by Assignor, or Assignor's successors or assigns. For purposes of this Assignment, an "extension or renewal" shall mean any amendment, extension, renewal or new lease covering the Land covered by an expiring lease which is acquired (and, with respect to a federal or state lease, for which an offer to lease has been filed) by Assignor or Assignee, or Assignor's or Assignee's successors or assigns, on or before the expiration of such lease or on or before one year thereafter. TO HAVE AND TO HOLD the RenewalOverrid_e, subject to the terms and conditions hereof, unto Assignee, and Assignee' successors and assigns, forever. Page 2 091.9245 C00857 PART II Miscellaneous 2.1 Exhibits. All exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public records are hereby lncorporated by reference herein for all purposes. 2.2 Headings. Headings are included in this Assignment for convenience of reference and shall in no way define, limit, extend, or describe the scope or intent of any provision of this Assignment. 2.3 Severability. In the event any court invalidates any provision of this Assignment, all other provisions shall remain binding and in full force and effect with respect to the Parties. 2.4 Third Party Rights. The references in this Assignment or in the exhibits hereto to liens, encumbrances, agreements and other burdens shall not be deemed to recognize or create any rights in third parties. 2.5 No Merger. The Parties hereby acknowledge and agree that the Renewal Lease is an extension and renewal of the Prior Lease. This Assignment of the Renewal Override is intended to be an extension and renewal of the Prior Override, and replaces and supersedes the Prior Override in its entirety. Except for the foregoing, the Parties hereby acknowledge and agree that the Renewal Override shall not be deemed to merge with any leasehold interests now owned or hereafter acquired by any of the Parties. 2.6 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee, and their respective heirs, devisees, personal representatives, successors and assigns.- 2.7 Further Assurances. Assignor agrees to take all such action and to execute, acknowledge and deliver all such' instruments necessary or' advisable to consummate the transactions contemplated by this Assignment. Assignor agrees to execute" acknowledge, and deliver to Assignee all such other additional instruments, notices, division orders, transfer orders, and other documents, and to do all such other and further acts and things as may be necessary or useful to more fully and effectively transfer, convey, and assign to Assignee the Renewal Override conveyed hereby or intended so to be. 2.8 Governmental Assignments. Sepårate assignments of the Renewal Override may be executed on officially approved forms by Assignor to Assignee in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the agreements, rights, titles, disclaimers, limitations, powers and privileges set forth herein as fully as though they were set forth in each such assignnient. The interests conveyed by such separate assignments are the same, and not in addition to, the Renewal Override conveyed herein. Page 3 Jilllill!~~I~mjÆ . O~19245 C00858 2.9 Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be deemed to be one assignment EXECUTED on the date fir.st above written, to be effective for all purposes as of the _ Effective Date. ASSIGNOR: GARY-WILLIAMS PRODUCTION COMPANY BY:~'¡ ( Name: - l' ~ bf.tJw+'t~ Title: 1/fC.t£. PR.£--S/.l$~ ASSIGNEE: ROBERT ZIMMERMAN, JR. doing business as ZIMMERMAN RESOURCES COMPANY S~RCES'~ By. r. {Terence B. Eschner, President " Page 4 09:1S2l1S C00859 2.9 Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be deemed to be one assignment. EXECUTED on the date first above written, to be effective for all purposes as of the Effective Date. ASSIGNOR: GARY-WILLIAMS PRODUCTION COMPANY By: Name: Title: ASSIGNEE: M" .:t: d· b . ROBERT MERMAN, JR. omg usmess as ZIMMERMAN RESOURCES COMPANY SARLAN RESOURCES, INC. By: Terence B. Eschner, President " Page 4 ~ ~ii :ti!i;Ìff1Íf~~~ii;t 091.9245 ~ C00860 Acknowledgments STATE OF COLORADO } }ss. COUNTY OF DENVER } . The fO»:gO~n! was a~;dged before me tbis.2i~y of /2-v., 'I, 2006, by~. ~ ' as President of Gary-Williams P~ Company, a Delaware corporation, on behalf of said corporation. UhlM, ~ Notary ~ My Commission Expires: My Commission Expires 08120/2008 STATE OF TEXAS } }ss. COUNTY OF } The foregoing instrument was acknowledged before me this _ day of 2006, by Robert Zimmerman, Jr., doing business as Zimmerman Resources Company. Witness my hand and official seal. (Notary Seal) Notary Public My Commission Expires: ,- Page 5 091.9245 C00861 Acknowled2ments STATE OF COLORADO } }ss. COUNTY OF DENVER } The foregoing instrument was acknowledged before me this _ day of 2006, by , as President of Gary-Williams Production Company, a Delaware corporation, on behalf of said corporation. Witness my hand and official seal. (Notary Seal) Notary Public My Commission Expires: STATE OF TEXAS } }ss. COUNTY OF HAflfllS } The foregoing instrument was acknowledged before me this.;!,l/TH day of A (JR./I.. 2006, by Robert Zimmerman, Jr., doing business as Zimmerman Resources Company. Witness my hand and official seal. (Notary Seal) OekLo.L LJ. Jh~ Notary Public ~...",':,I~~/'" .. '~... ..',.. i.-'.- e..'c--,\ ; : : i 3 . . _ \.,.;. .-:1 ~":~{,M~~:" DEBORAH G. SHANKS Notary Public, State of Texas My Commission Expires January 14, 2008 My Commission Expires: :JAIVUAR.'f Il{ . 2008' " Page 5 i I ~mm~~m~m~ilij OS1.924S C00862 STATE OF COLORADO } A }ss. COUNTY OF Af/h1UJ1/J/ } The foregoing instrument was acknowledged before me this z#day of ÆA. I If , 2006, by Terence B. 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